Business Corporation Formation Filing Requirements in North Dakota

At a glance

Requirements one by one

Adult individual incorporators file the articles

North Dakota forms an ordinary domestic business corporation under N.D.C.C. chapter 10-19.1. One or more individuals age 18 or older act as incorporators by filing original Articles of Incorporation with the Secretary of State.

The articles list every incorporator's name and address. Under § 10-19.1-01(58), a filed record is signed by a person authorized under the chapter, articles, bylaws, or an authorized resolution. Facsimile, network, printed, stamped, electronic, and other reproduced signatures are allowed when placed with intent to authenticate and communicated through a method the Secretary accepts.

Five public field groups are mandatory

N.D.C.C. §§ 10-19.1-08 to -12 require the corporate name, registered-agent information, principal executive office, aggregate authorized-share number, and every incorporator's name and address. A delayed effective date is stated only when the corporation will not begin on certificate issuance.

Under N.D.C.C. § 10-19.1-13, the corporate name must be distinguishable and contain “company,” “corporation,” “incorporated,” “limited,” or an abbreviation. The articles need not state a purpose because § 10-19.1-08 supplies general lawful business purposes. Perpetual existence is also a default.

For the agent, state the commercial registered agent's name or the noncommercial agent's name and North Dakota address. Chapter 10-01.1 requires an actual street or rural-route-box address and a different mailing address if one exists. The appointment affirms the agent's consent, so no separate acceptance signature is part of the ordinary route.

First-board members may be named, but they are not required. Officers, shareholders, beneficial owners, and ownership percentages are not mandatory articles fields.

The share number is mandatory, while default share terms fill the gaps

The articles state the aggregate number of shares the corporation may issue. Unless the articles change the defaults, § 10-19.1-61 makes them equal voting common shares in one class and one series, with a one-cent par value per share.

The articles may create or authorize the board to establish more classes or series, nonvoting shares, different rights and preferences, and a different par value. If the board later creates rights or preferences not in the articles, an officer must file the statutory statement before those shares issue.

Optional articles may modify many statutory defaults

Section 10-19.1-10 identifies defaults that may be modified in the articles or a shareholder control agreement. It also permits provisions naming the first board, changing vote thresholds, granting voting rights to nonshareholders, limiting director monetary liability within § 10-19.1-50, setting distribution priorities, and adding other lawful management or affairs provisions.

FirstStop is the ordinary filing route

The Secretary of State directs new registrations to FirstStop. Current N.D.C.C. § 10-19.1-147 and the agency corporation page set the domestic registration charge at $100. No routine attachment is identified for an ordinary business corporation; specialized farming, livestock, and professional corporations have different requirements and are outside this cell.

North Dakota's formation event is certificate issuance, not delivery alone. Under §§ 10-19.1-11 to -12, the Secretary issues a certificate after finding the articles conform to law and the fees are paid. Corporate existence begins then, or at a later date stated in the articles. The later date may not exceed the ninetieth day after certificate issuance.

Organization occurs within a reasonable time under §§ 10-19.1-30 to -31

If the first board was not named, the incorporators may elect it or temporarily act as directors until directors are elected or shares issue. Within a reasonable time after certificate issuance, the incorporators or named directors meet or take written action to complete organization. The statute lists electing directors and officers, adopting bylaws if desired, issuing shares, selecting a fiscal year, and other organization business. A meeting requires at least three days' notice to each named incorporator or director unless notice is waived.

North Dakota expressly says a corporation may, but need not, have bylaws. When used, initial bylaws may be adopted by a majority of the incorporators or the first board unless the articles reserve that power to voting shareholders.

What follows formation

The current Act and agency page impose no publication or separate one-time initial report for an ordinary business corporation. Under N.D.C.C. § 10-19.1-146, the first recurring annual report is due before August 2 in the year after the calendar year in which the certificate was issued, or after the effective-date year if the articles delayed formation. The agency labels the practical deadline August 1. The current report fee is $25.

Common questions

Can an entity serve as incorporator?

Not under the ordinary § 10-19.1-09 route. It specifies one or more individuals, each at least 18 years old.

Must par value be written in the articles?

No. If the articles do not state a different value, the statutory default is one cent per share.

Must the corporation adopt bylaws?

No. Section 10-19.1-31 says the corporation may, but need not, have bylaws.

Statutes and sources

• N.D.C.C. §§ 10-19.1-01, -08 to -13, -30 to -31, -61, and -146 to -147 — signature, incorporators, articles, defaults, certificate issuance, share terms, organization, optional bylaws, annual report, and fees. Official Legislative Council chapter PDF, accessed August 14, 2026.
• N.D.C.C. §§ 10-01.1-04 to -05 — registered-agent filing, address, and consent affirmation. Official Legislative Council chapter PDF, accessed August 14, 2026.
• Secretary of State corporation and registration pages — FirstStop, ordinary domestic registration, current fees, naming, and annual-report deadline. https://www.sos.nd.gov/business/business-services/business-structures/corporation and https://www.sos.nd.gov/business/business-services/register-business (accessed August 14, 2026).